Mr. Eric Donsky This is Me

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1. 1. www.sec.gov

   www.sec.gov/Archives/edgar/dat - [Cached]

   Published on: 8/26/2008   Last Visited: 8/27/2008

   Eric Donsky
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   Eric Donsky has 15 years of experience in the development of early-stage biotechnology and life science companies, as a founder and senior manager.Mr. Donsky has been the Chairman and Chief Executive Officer of OcuSense since January 2003.Mr. Donsky is also a principal of Molecular Biosciences, a life science incubator and consulting practice.Previously, he was the founding Chief Executive Officer of Zolaris BioSciences, Inc., an early-stage biotechnology company focused on the discovery and development of therapeutics for the treatment of rheumatoid arthritis, multiple sclerosis and infectious diseases.Prior to his tenure at Zolaris BioSciences, Inc., Mr. Donsky was the founding Chief Executive Officer of Applied CarboChemicals, Inc. ("ACC"), a biotechnology company focused on the commercial development of novel fermentation processes capable of manufacturing unique compounds that have application in the food, chemical and pharmaceutical industries.ACC currently has manufacturing operations and several products on the market.Mr. Donsky graduated from Boston University in 1987 with a B.S. in Business Administration.
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   Mr. Donsky is the Chairman of the board of directors of OcuSense and its Chief Executive Officer, and Messrs.
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   Vamvakas and Donsky engaged in a preliminary discussion of the merits and disadvantages of a possible transaction, as well as a general discussion regarding deal terms and OccuLogix's and OcuSense's need to raise capital in an amount sufficient to fund OcuSense's operational needs until the achievement of regulatory milestones with respect to the TearLabÔ test for DED.
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   Vamvakas and Donsky agreed in principle that the minority interest in OcuSense not owned by OccuLogix should be valued at a minimum of $8,000,000, based on the belief that OcuSense continued to be worth at least what the parties had assessed to be its value on November 30, 2006, the date of acquisition by OccuLogix of its majority ownership interest in OcuSense.
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   Vamvakas and Donsky agreed that the transaction would be an all-stock deal, with no cash consideration to be paid.
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   In parting, Mr. Donsky opined that, in view of the achievement by OcuSense of critical developmental milestones since November 30, 2006, the full-enterprise value of OcuSense is a minimum of $20,000,000.Mr. Vamvakas took Mr. Donsky's opinion under advisement.
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   In his presentation to the Board, Mr. Vamvakas disclosed the details of his preliminary discussions with Mr. Donsky and presented management's opinion regarding valuation matters.
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   During the period between January 10, 2008 and April 22, 2008, the date on which the Merger Agreement was executed and delivered, communication occurred on a regular basis between Mr. Donsky, on the one hand, and members of OccuLogix's management team, on the other, regarding the merger as well as other unrelated matters.
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   commercially reasonable efforts on the part of OccuLogix having been made to take all necessary corporate action to ensure that, post-merger, the board of directors of OccuLogix consists only of Elias Vamvakas, Thomas N. Davidson, Eric Donsky, Richard L. Lindstrom, Adrienne L. Graves and Donald Rindell, being all of the individuals who are nominated for election as a director of OccuLogix to hold office until the next annual meeting of the stockholders of OccuLogix or until his or her successor is elected or appointed.
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   It is contemplated that Mr. Donsky will become OccuLogix's Chief Executive Officer following the closing of the merger and the transactions contemplated by the Securities Purchase Agreement.
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   Eric DonskyMr. Donsky is OcuSense's Chairman and Chief Executive Officer and is standing for election to the Board.In addition, it is contemplated that he will become OccuLogix's Chief Executive Officer following the closing of the transactions contemplated by the Merger Agreement and the Securities Purchase Agreement.Immediately prior to the Effective Time, Mr. Donsky will hold 785,500 shares of OcuSense's common stock which will entitle him to receive, as payment of his pro rata share of the merger consideration, an aggregate of 45,104,892 shares of OccuLogix's common stock.Assuming a deemed value of $0.10 per share of OccuLogix's common stock (which is reflective of the per share average trading price of OccuLogix's common stock on The NASDAQ Global Market during the period of negotiation of the merger consideration and which may be the per share purchase price paid by the Investors under the Securities Purchase Agreement), Mr. Donsky's pro rata share of the merger consideration will be worth $4,510,489.39
   
   After giving effect to the transactions contemplated by the Merger Agreement, but prior to giving effect to the transactions contemplated by the Securities Purchase Agreement or the pre-payment of the Bridge Loan or the payment of part of the commission remaining owing to Marchant by the issuance to Marchant of shares of the Company's common stock in the manner being proposed, Mr. Donsky will hold approximately 33% of the issued and outstanding shares of the Company's common stock.After giving effect to the transactions contemplated by the Securities Purchase Agreement and the pre-payment of the Bridge Loan and the payment of part of the commission remaining owing to Marchant by the issuance to Marchant of shares of the Company's common stock in the manner being proposed, Mr. Donsky's percentage holdings of the issued and outstanding shares of the Company's common stock will be reduced to approximately 18.64%.See "Proposal VI" and "Proposal VII".

2. 2. OcuSense, Inc.

   www.ocusense.com/eu/Directors. - [Cached]

   Published on: 8/21/2008   Last Visited: 8/21/2008

   Eric Donsky , Chairman & Chief Executive Officer Eric Donsky is a co-founder of OcuSense.Mr. Donsky has 15 years' experience in the development of early-stage biotechnology at medical device companies, both as a founder and senior manager.Prior to the formation of OcuSense, Eric was the founding CEO of Zolaris BioSciences, an early-stage biotechnology company focused on the discovery and development of therapeutics targeting the autoimmune and infectious disease markets.He was responsible for all corporate functions and was instrumental in assembling the company's drug discovery assets and building its drug pipeline through technology licensing and M&A activities.Mr. Donsky was also responsible for raising equity capital for the company, including its $3.2 million Series A round.
   
   Prior to launching Zolaris, Mr. Donsky was the founding CEO of Applied CarboChemicals, Inc. ("ACC"), a biotechnology company focused on the commercialization of fermentation processes and derivative products for the food and nutritional supplement industries, serving several industrial markets.During his tenure as CEO, ACC closed its Series A and Series B rounds of equity financing, secured an $8.8 million Cooperative Research and Development Agreement (CRADA) with the U.S. Department of Energy, established research and licensing agreements with several government and university laboratories, and formed both process and product development alliances with collaborative partners.ACC was a recipient of the 1997 R&D 100 Award in recognition of its platform process technology.ACC is venture-backed, with Toyota as its largest corporate investor..The company recently started up an $11 million manufacturing facility to begin supplying its initial target markets.In addition to founding operating companies, Mr. Donsky has recently become involved in the development and licensing of a cardiovascular device to Medtronic that will be integrated into their line of external defibrillators.Mr. Donsky graduated from Boston University in 1987 with a BS in Business Administration.

3. 3. www.sec.gov

   www.sec.gov/Archives/edgar/dat - [Cached]

   Published on: 8/11/2008   Last Visited: 8/12/2008

   ERIC DONSKY - Mr. Donsky has 15 years experience in building biotechnology and life science companies as a founder and senior manager.Mr. Donsky is the CEO of OcuSense, Inc., an in-vitro diagnostics company commercializing novel, laboratory-on-a-card technologies that enable eye care practitioners to quantitatively measure biomarkers in tears at the point-of-care so physicians can personalize treatment and objectively track patient outcomes.The Company's TearLabÔ product platform is the first and only system of its kind in the eye care markets.OcuSense is a subsidiary of a public company trading on NASDAQ and TSX and is also certified under ISO 13485.Mr. Donsky also founded Molecular BioSciences ("MBI").MBI developed a cardiovascular device that was licensed to Medtronic.Mr. Donsky was the founding CEO of Zolaris BioSciences, Inc., an early-stage biotechnology company focused on the discovery and development of therapeutics for the treatment of rheumatoid arthritis, multiple sclerosis, and infectious diseases.Prior to founding Zolaris, Mr. Donsky was the founding CEO of Applied CarboChemicals, Inc. ("ACC"), an industrial biotechnology company that pioneered the production of chemicals and plastics from renewable resources.ACC has developed the only process capable of economically manufacturing succinic acid through fermentation.Mr. Donsky graduated from Boston University in 1987 with a B.S. in Business Administration.THE PROXY ORGANIZER STRONGLY URGES YOU TO VOTE FOR THE REMOVAL OF THREE OF THE CURRENT BOARD OF DIRECTORS OF THE COMPANY AND THE ELECTION OF THE NOMINEES BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY IN THE POSTAGE-PAID ENVELOPE PROVIDED TO YOU WITH THIS PROXY STATEMENT.IF YOU HAVE SIGNED THE BLUE PROXY CARD AND NO MARKING IS MADE ON IT, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES REPRESENTED BY THE BLUE PROXY CARD FOR THE AMENDMENT TO THE BYLAWS, FOR THE REMOVAL OF THREE OF THE CURRENT BOARD OF DIRECTORS OF THE COMPANY, AND FOR THE ELECTION OF ALL OF THE NOMINEES.